Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. The Company shall have received an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: (i) No gain or loss will be recognized by Parent or the Company as a result of the Merger; (ii) No gain or loss will be recognized by the stockholders of the Company who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent Common Stock); and (iii) The aggregate tax basis of the Parent Common Stock received by stockholders who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, the Company's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of Parent, the Company and others, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received an opinion from Skadden, Arps, Slate, Xxxxxxx of Rosenman & Xxxx Colin LLP (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated as of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: : (i) No gain or loss will be recognized by Parent or the Company as a result of the Merger; ; (ii) No gain or loss will be recognized by the stockholders shareholders of the Company who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent Common Stock); and ; (iii) The aggregate tax basis of the Parent Common Stock received by stockholders shareholders who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received)therefor. In rendering such opinion, the Company's Counsel may require and rely upon representations and covenants, including those covenants contained in certificates of officers of Parent, the Company and others, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received an opinion from Skadden, Arps, Slate, Xxxxxxx XxXxxxxx & Xxxx English LLP (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: : (i) No gain or loss will be recognized by Parent ICBC or the Company as a result of the Merger; ; (ii) No gain or loss will be recognized by the stockholders of the Company who exchange all of their Company Common Stock solely for Parent ICBC Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent ICBC Common Stock); and and (iii) The aggregate tax basis of the Parent ICBC Common Stock received by stockholders who exchange all of their Company Common Stock solely for Parent ICBC Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, the Company's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of ParentICBC, the Company and others, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received an opinion from Skadden, Arps, Slate, Xxxxxxx Meagher & Xxxx Flom LLP (the "Company's Counsel"), in form and substance reasonably xxxxxxxce xxxxonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: : (i) No gain or loss will be recognized by Parent or the Company as a result of the Merger; ; (ii) No gain or loss will be recognized by the stockholders shareholders of the Company who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent Common Stock); and and (iii) The aggregate tax basis of the Parent Common Stock received by stockholders shareholders who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, the Company's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of Parent, the Company and others, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: : (i) No gain or loss will be recognized by Parent or the Company as a result of the Merger; ; (ii) No gain or loss will be recognized by the stockholders stockhold ers of the Company who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent Common Stock); and and (iii) The aggregate tax basis of the Parent Common Stock received by stockholders who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, the Company's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of Parent, the Company and others, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Buyer and Company shall have received an ------------------- opinion from Skaddenof Xxxxxx Xxxxx, ArpsLLP, Slate, Xxxxxxx & Xxxx LLP counsel to Buyer (the "CompanyBuyer's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective TimeBuyer, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary Merger will be treated as a reorganization reorganizations within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: : (i) No gain or loss will be recognized by Parent or the Company Buyer as a result of the Merger; ; (ii) No gain or loss will be recognized by First Savings Bank as a result of the stockholders Subsidiary Merger; (iii) No gain or loss will be recognized by the Company as a result of the Merger; (iv) No gain or loss will be recognized by the Company Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of the Company who exchange all of their Company Common Stock solely for Parent Buyer Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent Buyer Common Stock); and ; (iiivi) The aggregate tax basis of the Parent Buyer Common Stock received by stockholders shareholders who exchange all of their Company Common Stock solely for Parent Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, the CompanyBuyer's Counsel may require and rely upon representations and covenants, including those covenants contained in certificates of officers of ParentBuyer, the Company, the Company Bank and others, reasonably satisfactory in form and substance to such counselincluding certain shareholders of the Company.

Federal Tax Opinion. The Company shall have received an opinion from Skadden, Arps, Slate, Xxxxxxx Jenkens & Xxxx LLP Gilcxxxxx (the xxe "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: : (i) No gain or loss will be recognized by Parent BancorpSouth or the Company as a result of the Merger; ; (ii) No gain or loss will be recognized by the stockholders shareholders of the Company who exchange all of their Company Common Stock solely for Parent BancorpSouth Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent BancorpSouth Common Stock); and and (iii) The aggregate tax basis of the Parent BancorpSouth Common Stock received by stockholders shareholders who exchange all of their Company Common Stock solely for Parent BancorpSouth Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, the Company's Counsel may require and shall be entitled to rely upon representations and covenants, including those contained in certificates of officers of ParentBancorpSouth, the Company and others, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company Seller shall have received an opinion from of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (the "Company's Counsel")LLP, in form and substance reasonably satisfactory to the CompanySeller, dated as of the Effective Time, substantially to the effect that, that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code Code, and that, accordingly, for federal income tax purposes: : (i) No gain or loss will be recognized by Parent or the Company Seller as a result of the Merger; ; (ii) No gain or loss will be recognized by the stockholders shareholders of the Company Seller who exchange all of their Company Seller Common Stock solely for Parent Company Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent Company Common Stock); and and (iii) The aggregate tax basis of the Parent Company Common Stock received by stockholders shareholders who exchange all of their Company Seller Common Stock solely for Parent Company Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Seller Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, the CompanySeller's Counsel may require and rely upon representations and covenants, including those covenants contained in certificates of officers of ParentCompany, the Company Bank, the Seller, the Seller's Bank and others, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received an opinion from Skadden, Arps, Slate, Xxxxxxx Bradxxx Xxxxx Xxxe & Xxxx White LLP (the "Company's Counsel"), in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: : (i) No gain or loss will be recognized by Parent BancorpSouth or the Company as a result of the Merger; ; (ii) No gain or loss will be recognized by the stockholders shareholders of the Company who exchange all of their Company Common Stock solely for Parent BancorpSouth Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Parent BancorpSouth Common Stock); and and (iii) The aggregate tax basis of the Parent BancorpSouth Common Stock received by stockholders shareholders who exchange all of their Company Common Stock solely for Parent BancorpSouth Common Stock pursuant to the Merger will be the same as the aggregate tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, the Company's Counsel may require and rely upon representations and covenants, including those contained in certificates of officers of ParentBancorpSouth, the Company and others, reasonably satisfactory in form and substance to such counsel.